Launch of Proposed Placing

Verici Dx PLC

08 October 2026

 

THIS ANNOUNCEMENT (INCLUDING APPENDICES I AND II) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN VERICI DX PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF VERICI DX PLC OR ANY OTHER ENTITY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("MAR").  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL NO LONGER CONSTITUTE INSIDE INFORMATION.

Verici Dx plc

(“Verici Dx” or the “Company”)

Launch of Proposed Placing of 4,000,000,000 New Ordinary Shares at a price of 0.2 pence per share

and Notice of General Meeting

Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces a proposed placing of 4,000,000,000 new ordinary shares of 0.001 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 0.2 pence per Placing Share (the "Issue Price") to raise gross proceeds of approximately £8.0 million (the "Placing").  The Company will also announce a retail offer as described below.

Placing Highlights

• Placing to raise approximately £8.0 million (before fees and expenses) through the issue of the Placing Shares at a price of 0.2 pence per Placing Share;
• The Placing Shares will represent approximately 175 per cent. of the existing issued ordinary share capital of the Company (the "Existing Ordinary Shares");
• The Issue Price represents a discount of approximately 11.1% to the closing middle market price of 0.225 pence per Ordinary Share on 30 September 2026, being the latest dealing day prior to trading in the Company’s shares being suspended when the Company entered a Capital Access Window on 1 October 2026;
• The net proceeds of the Placing will be deployed principally to expand and support the existing commercial team, to invest in marketing and promotion of the Company’s services, targeted capital expenditure and for additional working capital;
• The Placing will comprise the issue of approximately 1,683,500,000 Firm Placing Shares to be issued utilising the Company’s existing shareholder authorities and 2,316,500,000 Conditional Placing Shares that will be issued subject to Shareholders passing the relevant resolutions at the General Meeting;
• Singer Capital Markets Securities and Oberon Investments, are acting as joint brokers and joint bookrunners in respect of the Placing (together, the "Joint Brokers"); and
• The Placing is subject to the terms and conditions set out in Appendix I.

The Placing is being conducted via an accelerated bookbuild (the “Bookbuild”) which will be launched immediately following this Announcement. The Placing is being made available to certain institutional investors but is not available to the public.

WRAP Retail Offer

In addition to the Placing, there will be a conditional retail offer at the Issue Price to existing and new Shareholders via the Winterflood Retail Access Platform to be launched by the Company separately following conclusion of the Placing (the “WRAP Retail Offer”)  to raise up to £250,000 (before expenses) at the Issue Price.

The WRAP Retail Offer will provide UK retail investors (including existing retail Shareholders in the Company) with an opportunity to participate in the Fundraising.  A separate announcement will be made by the Company regarding the WRAP Retail Offer and its terms.  Those investors who subscribe for WRAP Retail Offer Shares pursuant to the WRAP Retail Offer will do so pursuant to the terms and conditions of the WRAP Retail Offer contained in that announcement.  The Placing is not conditional upon the WRAP Retail Offer.  For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing.  The launch of the WRAP Retail Offer will be announced separately following the issue of an announcement confirming the result of the Placing.  The WRAP Retail Offer will conclude prior to the deadline for receipt of voting proxy forms prior to the General Meeting.

Admission to AIM

Application will be made to the London Stock Exchange for admission of the Placing Shares and the WRAP Retail Offer Shares to trading on AIM.  It is expected that admission of the Firm Placing Shares will become effective and that dealings in the Firm Placing Shares will commence at 8.00 a.m. on 13 October 2026 (“First Admission”) and that admission of the Conditional Placing Shares and the WRAP Retail Offer Shares will become effective and that dealings therein will commence at 8.00 a.m. on 28 October 2026 (“Second Admission”).

Background to and reasons for the Fundraising

Verici Dx announced a fundraise in June 2026 which raised £2.6 million (gross) and provided the Company with funding to expand its commercial team, targeted marketing expenditure and further working capital sufficient through to December 2026. 

On 30 September 2026, the Company released an announcement in which it provided an update on operations at half-year end. In this announcement, the Company’s CEO said:

“H1 2026 has been a positive and progressive period for Verici Dx. We continue to increase the number of centres ordering Tutivia and pleasingly three of the recent centres have already moved to high recurring ordering. Our current team of four business development directors, led by our recently appointed Senior Sales Director, Keith Gilliard, have delivered excellent revenue growth in Tutivia in the period and I am confident that that momentum will continue into H2 2026 and beyond.”

Revenues for Tutivia™ in the six months to June 2026 were $1.8 million, compared to $1.2 million for the six months to June 2025.  The Board is encouraged by the continued acceleration in underlying commercial activity. Tutivia™ testing volumes have grown consistently, with a circa 52% increase in orders in Q3 2026 when compared with the same three-month period in 2025. 

The Company's network has expanded to 36 active transplant centres, including additional centre added earlier this month and which account for over 23% of annual kidney transplant procedures undertaken in the US.  The Company also confirms that a third protocol specifying its use for kidney transplant patients for Tutivia™ has been added this month. 

Reimbursement rates have been maintained at an average of approximately $2,300 per test in the six months to June 2026.

As at 30 June 2026, the Company had unaudited cash of $2.4 million (31 December 2025: $3.3 million), following receipt of net proceeds of $3.0 million from the June 2026 fundraising. Accounts receivable increased to $2.1 million (31 December 2025: $1.5 million), reflecting higher sales and the time taken to establish arrangements with commercial payors. Medicare and Medicaid accounted for 68.6 per cent. of H1 2026 revenue and 80.6 per cent. of cash collected in that period. The commercial payor process is taking longer than originally forecast but is progressing, and the Directors do not believe that the receivables balance represents bad debt.

The Board believes this growing scale of adoption of Tutivia™, together with increasing test utilisation across existing centres, demonstrates the significant opportunity to drive future revenue growth as US market penetration continues to expand.

The proposed Fundraising announced today will enable the Company to maintain these growth plans.  The Company expects to generate revenues from Tutivia™ of $4.75 million in the year to 31 December 2026.  If this is achieved, and based upon the Company’s current internal revenue projections, management anticipates that the net proceeds of the Fundraising will provide sufficient runway to achieving cash-flow breakeven by end of 2027.  The Company’s existing pipeline and prospects for further Tutivia™ sales provide clear line of sight to achieving these objectives.

Uses of Proceeds

The Directors intend to deploy the net proceeds of the Fundraising across the following areas:

• Further hires within, and in support of, the commercial team to enable the Company to target further revenue opportunities from existing and new territories;
• Further strategic appointments across the group;
• Increased marketing and promotional investment targeting key opinion leader (“KOL”) engagement, conference presence and educational campaigns to drive adoption across transplant centres;
• Planned further capital expenditure principally relating to investment in laboratory equipment required to scale operations; and
• Additional working capital sufficient to take the Company through to FY 2028 without recourse to further funding for its expansion plans. 

Capital Access Window

On 30 September 2026, the Company announced its intention to enter a Capital Access Window in order to reach a broader range of investors during the market sounding for the Placing and support an orderly capital raising process. Accordingly, the Company entered a Capital Access Window, and trading in the Company’s Ordinary Shares was temporarily suspended at 7.30 a.m. on 1 October 2026.

The Capital Access Window will be closed, and normal trading in the Company’s Existing Ordinary Shares are expected to resume, at 7:30 a.m. on 13 October 2026.

Details of the Placing

The Company is proposing to raise approximately £8.0 million (before expenses) by means of the Placing.  The aggregate net proceeds after costs related to the Placing are expected to be approximately £7.4 million.

Singer Capital Markets Securities and Oberon Capital are acting as Joint Brokers. Singer Capital Markets is also Nominated Adviser to the Company.

The Placing will be effected by way of an accelerated bookbuild (the "Bookbuild") at the Issue Price.  The Bookbuild will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out in Appendix I.

The Placing is also expected to include the participation of one or more of the Directors.  Further details of any participation by the Directors will be set on in the Result of Placing Announcement.

The Placing is conditional upon, inter alia, the Placing Agreement between the Company, Singer Capital Markets and Oberon Capital not having been terminated in accordance with its terms.

A total of up to 1,683,500,000 Placing Shares will be placed through the Firm Placing, utilising the Company’s existing share authorities, raising £3.4 million for the Company, before expenses. The Firm Placing Shares will be admitted to trading on AIM on 13 October 2026 and are not conditional upon the outcome of the General Meeting.

Up to a further 2,316,500,000 Placing Shares will be placed through the Conditional Placing completion of which is also subject to the passing of the Fundraising Resolutions at the General Meeting to be held on 27 October 2026.  In the event that Shareholders pass the Fundraising Resolutions, the Conditional Placing will raise a further £4.6 million before expenses.

The allotment and issue of the Placing Shares as a whole is conditional, inter alia, on the Placing Agreement not having been terminated and the allotment and issue of the Conditional Placing Shares is conditional on the Fundraising Resolutions being passed at the General Meeting and Second Admission becoming effective.

The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of Singer Capital Markets and Oberon Capital, in consultation with the Company.  The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Joint Brokers and the Company at the close of the Bookbuild.  The result of the Placing will be announced as soon as practicable thereafter. The Placing is not being underwritten.

VCT and EIS Participation

As part of the Placing, the Company is seeking to raise funds by the issue of Placing Shares to VCTs and investors seeking tax relief under EIS (together the “EIS/VCT Placing Shares”) (the “EIS/VCT Placing”).  The raising of funds via the issue of the balance of the Placing Shares is referred to herein as the “Non-EIS/VCT Placing”.

The EIS/VCT Placing Shares to be issued pursuant to the Placing are intended to rank as “eligible shares” for the purposes of EIS and VCT investors and a “qualifying holding” for the purposes of an investment by VCTs, each pursuant to the relevant respective sections of the Income Tax Act 2007. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs will be granted in respect of the EIS/VCT Placing Shares. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs, if granted, will not be withdrawn.

Principal Risks and Material Uncertainties

The principal risks and uncertainties of the Group, which the Directors believe could materially affect the Group’s ability to achieve its financial and operating objectives are as follows:

1.                    the Group may require additional funding in order to execute its commercial strategy and there can be no assurance that such funding will be available on acceptable terms, or at all;
2.                  the commercialisation of the Group's pipeline products, including Protega, is dependent on demonstrating clinical utility and securing reimbursement from payors, and failure to do so would adversely affect the Group's ability to generate revenue;
3.                the Group is reliant on a small number of key individuals and on its ability to recruit and retain appropriately qualified personnel;
4.                the Group's clinical laboratory operates in a highly regulated environment and any failure to maintain CLIA certification and state licensing, or to comply with applicable healthcare fraud and abuse laws, could result in enforcement action, penalties and reputational damage;
5.                  the Group may be unable to protect its intellectual property or to develop new products successfully, including where positive early clinical results are not replicated in later studies, and its products may be rendered obsolete by technological or medical change; and
6.                the Group processes highly sensitive patient data and any data breach could result in regulatory investigation, penalties and serious reputational damage.

These risks do not purport to be an exhaustive list of all the risks to which the Group is exposed. If any of these risks were to materialise, the Group's business, financial condition, results, prospects and/or future operations may be materially adversely affected.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares and the WRAP Retail Offer Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission").

Settlement for the Firm Placing Shares and First Admission is expected to take place on or around 8.00 a.m. on 13 October 2026 or, in each case, such later time and/or date as the Joint Brokers and the Company agree (being in any event no later than 8.00 a.m. on 23 October 2026).

Settlement for the Conditional Placing Shares and the WRAP Retail Offer Shares, and Second Admission, is expected to take place on or around 8.00 a.m. on 28 October 2026 or, in each case, such later time and/or date as the Joint Brokers and the Company agree (being in any event no later than 8.00 a.m. on 30 November 2026).

The Placing Shares and the WRAP Retail Offer Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Appendix I to this Announcement sets out further information relating to the terms and conditions of the Placing.

The person responsible for arranging the release of this Announcement on behalf of the Company is [David Anderson, Chief Financial Officer] of the Company.

Expected Timetable of Principal Events

Announcement of the Placing	8 October 2026
Announcement of the results of the Placing	8 October 2026
Launch of WRAP Retail Offer	9 October 2026
Close of WRAP Retail Offer	12 October 2026
Capital Access Window closes	7.30am on 13 October 2026
First Admission and commencement of dealings in the Firm Placing Shares on AIM	8:00am on 1 3 October 2026
General meeting	27 October 2026
Second Admission and commencement of dealings in the Conditional Placing Shares and WRAP Retail Offer Shares on AIM	8:00am on 28 October 2026
Where applicable, expected date for crediting of the Placing Shares and the WRAP Retail Offer Shares in uncertificated form to CREST accounts	As soon as possible following Second Admission

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to shareholders by an announcement through a Regulatory Information Service.

Enquiries:

Verici Dx plc	www.vericidx.com
Sara Barrington, CEO	Via Walbrook PR
Julian Baines, Chairman
Singer Capital Markets (Nominated Adviser, Joint Broker & Joint Bookrunner)		Tel: [phone]
Russell Cook / Anastassiya Eley / Harry Littlewood
Oberon Capital (Joint Broker & Joint Bookrunner)	Tel: [phone]
Mike Seabrook / Heena Karani
Walbrook PR (Media & Investor Relations)	Tel: [phone] or [e-mail]
Alice Woodings / Rachel Broad	Mob: [phone]

About Verici Dx plc www.vericidx.com

Verici Dx plc (AIM: VRCI) is a precision diagnostics company transforming care for transplant patients. The company combines transcriptomic analysis with proprietary tests with underlying technology based upon artificial intelligence to deliver predictive, actionable, data-driven intelligence that reflects the complexity and heterogeneity of transplant patients, enabling clinicians to optimize therapy, guide biopsy decisions, and stratify risk with greater confidence.

Operating at the intersection of laboratory and data science, Verici Dx develops complex models that the Company believes answer the clinical questions that matter most with clarity and precision. All commercially available tests are built to rigorous scientific standards, validated across inclusive, and real-world patient populations to ensure clinical relevance and reliability. Verici Dx's lead product, Tutivia™, is a post-kidney transplant test focused on early detection of acute rejection.

The company is UK headquartered in Cardiff for the UK, and in Franklin, Tennessee for the U.S. For more information, please visit https://vericidx.com and follow us on LinkedIn.

IMPORTANT NOTICES

This Announcement, or any copy of it, including the appendices, and information contained within it, is restricted and is not for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States (other than pursuant to certain limited exemptions described below), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States (including its territories and possessions, any state of the United States and the District of Columbia) subject to the limited exceptions described below, or Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions) or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction. This Announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act 1933, as amended (the “US Securities Act”) or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only outside of the United States in “offshore transactions” (as such term is defined in Regulation S under the US Securities Act) pursuant to Regulation S and otherwise in accordance with applicable laws. No public offering of securities is being made in the United States. The Placing has not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the EU Prospectus Regulation or the POATR and/or the PRM.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the POATR and/or the PRM) to be published. Members of the public are not eligible to take part in the Placing. This Announcement (including the terms and conditions contained in this Announcement in Appendix I) is for information purposes only and (unless otherwise agreed by Singer Capital Markets and Oberon Capital) is directed at and is only being distributed to: (a) persons in member states of the EEA who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of paragraph 15 of Schedule 1 of the POATR, and who (i) have professional experience in matters relating to investments falling within the definition of “investment professionals” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”) of the Order; or (c) persons to whom it may otherwise lawfully be communicated, (each such persons in (a), (b) and (c) together being referred to as “Relevant Persons”). This Announcement (including the terms and conditions set out in this Announcement) must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement (including the terms and conditions set out herein) relates is available only to, and will be engaged in only with, Relevant Persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by Singer Capital Markets, Oberon Capital, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

Singer Capital Markets Advisory LLP (“SCM Advisory”), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not be responsible to any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. SCM Advisory is not responsible to anyone, other than the Company, for providing the protections afforded to clients of SCM Advisory or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein. SCM Advisory’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

Singer Capital Markets Securities Limited (“Singer Capital Markets”), which is authorised and regulated in the United Kingdom by the FCA is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Singer Capital Markets is not responsible to anyone, other than the Company, for providing the protections afforded to clients of Singer Capital Markets or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Oberon Capital, incorporated and registered in England and Wales with registration number 02198303 whose registered office is at 1st Floor, 12 Hornsby Square, Southfields Business Park, Basildon, Essex, SS15 6SD, United Kingdom, is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Oberon will not be responsible to anyone (including any purchasers of the Placing Shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

None of the information in this Announcement has been independently verified or approved by Singer Capital Markets or Oberon Capital (together, the “Joint Brokers”) or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Brokers by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by the Joint Brokers or any of its partners, directors, officers, employees, advisers, consultants or affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of the Joint Brokers or any of its partners, directors, officers, employees, advisers, consultants or affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. The Joint Brokers and its partners, directors, officers, employees, advisers, consultants and affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Brokers or any of its partners, directors, officers, employees, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Brokers or any of their respective affiliates or any person acting on its or their behalf that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Singer Capital Markets and Oberon Capital to inform themselves about, and to observe, such restrictions.

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

In connection with the Placing, the Joint Brokers and any of its affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Brokers and any of its affiliates acting in such capacity. In addition, Singer Capital Markets, Oberon Capital and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Brokers and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Brokers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement may contain and the Company may make verbal statements containing “forward-looking statements” with respect to certain of the Company’s plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “seek”, “may”, “could”, “would”, “likely”, “outlook” or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company’s judgment at the date of this Announcement and are not intended to give any assurance as to future results and the Company cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement or made verbally by the Company and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, each of the Company, its directors, the Joint Brokers, their respective affiliates and any person acting on its or their behalf each expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law or regulation or by the FCA or the London Stock Exchange.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to subscribe for Placing Shares in the Placing must be made solely on the basis of Publicly Available Information, which has not been independently verified by the Joint Brokers. This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. The price and value of securities can go down as well as up and past performance is not a guide to future performance, and investors may not get back the full amount invested upon the disposal of such securities. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or estimate or be relied upon as a guide to future performance, and no statement in this Announcement should be interpreted to mean that earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this Announcement.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Appendix I to this Announcement (which forms part of this Announcement) sets out further information relating to the terms and conditions of the Placing and the Bookbuild. Persons who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including Appendix I) and to be making such offer on the terms and subject to the conditions in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I.

Information to Distributors

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Brokers or any of its affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Singer Capital Markets and Oberon Capital to inform themselves about, and to observe, such restrictions.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Rules”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the “UK Target Market Assessment”). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Singer Capital Markets and Oberon Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Singer Capital Markets and Oberon Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING

THE TERMS AND CONDITIONS SET OUT HEREIN DO NOT APPLY TO THE WRAP RETAIL OFFER. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX I) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS “ANNOUNCEMENT”) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EEA, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (AS AMENDED FROM TIME TO TIME) (THE “POATR”) WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE “RESTRICTED JURISDICTIONS”). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the POATR and/or the Prospectus Regulation: Admissions to Trading on a Regulated Market sourcebook of the FCA (as amended from time to time) (the “PRM”) or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the FSMA does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the EEA.

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety. In particular, any Placee should read and understand the information provided in the “Important Notice” section of this Announcement.

Each Placee which confirms its agreement to the relevant Joint Broker (whether orally or in writing) to subscribe for Placing Shares under the Placing, hereby agrees with such Joint Broker and the Company that it will be bound by these terms and conditions and will be deemed to have accepted them.

The Joint Brokers may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter.

The Joint Brokers make no representation to any Placees regarding an investment in the Placing Shares. Neither of the Joint Brokers nor any of their respective affiliates, agents, directors, officers, employees or consultants makes any representation to any Placees regarding an investment in the Placing Shares. The Placing does not constitute a recommendation or financial product advice and the Joint Brokers have not had regard to particular objectives, financial situation and needs for each of the Placees.

By participating in the Bookbuild and the Placing, each Placee, by making an oral or written and legally binding offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained herein.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a)                      it is a Qualified Investor within the meaning of paragraph 15 of Schedule 1 of the POATR; and

(b)                      in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the PRM:

 

1.           the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; or
2.         where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the POATR and/or the PRM as having been made to such persons;

3. in the case of a Relevant Person in a member state of the EEA (each a “Relevant State”) who acquires any Placing Shares pursuant to the Placing:

(a)                      it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and

(b)                      in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:

 

(i)              the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; or

(ii)            where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

 

3. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained herein;

4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement; and

5. it (and any account referred to above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the US Securities Act.

The Company and the Joint Brokers will each rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Each Placee hereby agrees with the Joint Brokers and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if either Joint Broker confirms to such Placee its allocation of Placing Shares.

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees’ commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement and the announcement of the result of the Placing (the “Placing Results Announcement”) (together, the “Placing Documents”) and any Publicly Available Information and subject to any further terms set forth in the trade confirmation sent to Placees.

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of either of the Joint Brokers or the Company or any other person and none of the Joint Brokers, the Company nor any other person acting on such person’s behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.

No Placee should consider any information in this Announcement to be legal, financial, tax or business advice. Each Placee should consult its own legal advisor, tax advisor, financial advisor and business advisor for legal, tax, business and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Singer Capital Markets and Oberon are acting as joint brokers and joint bookrunners in connection with the Placing and have entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Singer Capital Markets and Oberon, as agents for and on behalf of the Company, have agreed to use their reasonable endeavours to procure placees for the Placing Shares. The Placing is not being underwritten by Singer Capital Markets, Oberon or any other person.

The price per Ordinary Share at which the Placing Shares are to be placed is 0.2 pence (the “Issue Price”). The final number of Placing Shares will be determined by the Company, Singer Capital Markets and Oberon at the close of the Bookbuild and will be set out in the executed terms of placing (the “Terms of Placing”). The timing of the closing of the book and allocations are at the discretion of the Company, Singer Capital Markets and Oberon. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will be made up of a number of new Ordinary Shares issued and allotted by the Company. Accordingly, by participating in the Placing, Placees agree to subscribe for Placing Shares.

The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Company’s Articles of Association and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

Application for listing and admission to trading

Application has been made to the London Stock Exchange in respect of the Firm Placing Shares for the First Admission. It is expected that First Admission of the Firm Placing Shares will become effective at 8.00 a.m. on 13 October 2026 (or such later time or date as the Joint Brokers may agree with the Company, being no later than 8.00 a.m. on 23 October 2026) and that dealings in the Firm Placing Shares on AIM will commence at that time.

Application will be made to the London Stock Exchange in respect of the Conditional Placing Shares for the Second Admission. On the assumption that, amongst other things, the Fundraising Resolutions are passed by the shareholders of the Company at the General Meeting, it is expected that settlement of the Conditional Placing Shares will take place on or around 28 October 2026 and that Second Admission will become effective and dealings in the Conditional Placing Shares will commence at that time.

Bookbuild

Singer Capital Markets and Oberon will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the “Bookbuild”). The Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Oberon, Singer Capital Markets and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. Singer Capital Markets and Oberon are acting as joint brokers and joint bookrunners to the Placing, as agents for and on behalf of the Company, on the terms and subject to the conditions of the Placing Agreement. SCM Advisory is acting as nominated adviser to the Company in connection with the Placing, First Admission and Second Admission. Each of Oberon, Singer Capital Markets and SCM Advisory are authorised and regulated entities in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company in relation to the matters described in this Announcement. SCM Advisory’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company, any director of the Company or to any other person.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Oberon and Singer Capital Markets. Oberon and/or Singer Capital Markets may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so. Oberon, Singer Capital Markets and any of their respective affiliates are entitled to enter bids in the Bookbuild as principal.

3. The Bookbuild, if successful, will establish the aggregate amount payable to Singer Capital Markets and Oberon, as settlement agents for the Company, by all Placees whose bids are successful. The final number of Placing Shares will be agreed between Singer Capital Markets, Oberon and the Company following completion of the Bookbuild. Following a successful completion of the Bookbuild, the Company will confirm the closing of the Placing via the Placing Results Announcement.

4. To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Singer Capital Markets or Oberon. Each bid should state the aggregate number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by Singer Capital Markets and Oberon on the basis referred to in paragraph 6 below. Singer Capital Markets and Oberon reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the absolute discretion of the Joint Brokers, subject to agreement with the Company.

5. The Bookbuild will open with immediate effect following release of this Announcement and is expected to close no later than 6.00 p.m. on 8 October 2026 but may be closed earlier or later at the discretion of the Joint Brokers. The Joint Brokers may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of the Joint Brokers) to vary the number of Placing Shares to be issued pursuant to the Placing, in its absolute discretion.

6. Allocations of the Placing Shares will be determined by the Joint Brokers after consultation with the Company (and in accordance with the allocation policies as have been supplied by the Joint Brokers to the Company in advance of such consultation). Allocations will be confirmed orally by the Joint Brokers and a trade confirmation will be despatched as soon as possible thereafter. The oral confirmation by either Joint Broker to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the relevant Joint Broker and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price in respect of each such share on the terms and conditions set out in this Appendix and in accordance with the Company’s Articles of Association. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Broker’s consent, such commitment will not be capable of variation, termination, rescission or revocation after the time at which it is submitted. The Company and the Joint Brokers will determine, in their absolute discretion, the allocation of Placing Shares between the Firm Placing and the Conditional Placing.

7. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to each Joint Broker, as agent for the Company, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

8. Each Placee’s allocation and commitment will be evidenced by a trade confirmation issued to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.

9. Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed/purchased for pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement”.

10. All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Right to terminate under the Placing Agreement”.

11. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

12. To the fullest extent permissible by law, none of Singer Capital Markets, Oberon, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (whether in contract, tort or otherwise) to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Singer Capital Markets, Oberon, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Brokers’ conduct of the Placing or of such alternative method of effecting the Placing as the Joint Brokers and the Company may agree.

13. The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee’s commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company’s or the Joint Brokers’ conduct of the Placing.

Conditions of the Placing

The Placing is conditional, amongst others, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Brokers’ obligations under the Placing Agreement in respect of the Firm Placing Shares and First Admission are conditional on customary conditions, including (amongst others):

1. the performance by the Company of certain specified obligations under the Placing Agreement to the extent that they fall to be performed prior to First Admission;

2. agreement by the Company and the Joint Brokers of the final number of Placing Shares to be issued at the Issue Price pursuant to the Placing and the allocation of such Placing Shares to Placees;

3. the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed or satisfied prior to First Admission;

4. each of the warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading: (i) as at and on the date of the Placing Agreement; (ii) as at the time of the execution of the Terms of Placing; and (iii) as at and on First Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances from time to time subsisting;

5. no matter having arisen in respect of which indemnification or contribution may be sought from the Company by any Indemnified Person (such term as defined in the Placing Agreement) under the Placing Agreement;

6. the Company having allotted, subject only to First Admission, the Firm Placing Shares;

7. delivery by the Company of certain customary documents to the Joint Brokers as requested under the terms of the Placing Agreement;

8. SCM Advisory not having exercised their rights to terminate the Placing Agreement; and

9. First Admission occurring no later than 8.00 a.m. on 13 October 2026 (or such later time or date as the Joint Brokers may otherwise agree with the Company, being no later than the Firm Placing Long Stop Date).

The Joint Brokers’ obligations under the Placing Agreement in respect of the Conditional Placing Shares and Second Admission are conditional on, inter alia:

	First Admission having occurred;
	each of the warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading as at and on Second Admission, as though they had been given and made at such times and on such dates by reference to the facts and circumstances from time to time subsisting;
	the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed or satisfied prior to Second Admission;
	no matter having arisen in respect of which indemnification or contribution may be sought from the Company by any Indemnified Person (such term as defined in the Placing Agreement) under the Placing Agreement;
	delivery by the Company of certain customary documents to the Joint Brokers as requested under the terms of the Placing Agreement;
	the Company having allotted, subject only to Second Admission, the Conditional Placing Shares;
	the Joint Brokers not having terminated the Placing Agreement in accordance with its terms and conditions prior to Second Admission;
	SCM Advisory not having exercised their rights to terminate the Placing Agreement; and
	Second Admission occurring on or before 8.00 a.m. on 28 October 2026 (or such later date and/or time as the Joint Brokers and the Company may agree, being no later than the Conditional Placing Long Stop Date).

The Joint Brokers may, at their discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of its obligations in relation to the conditions or extend the time or date provided for fulfilment of any such conditions in respect of all or any part of the performance thereof, save in respect of both sets of conditions 6 and 9 above. Any such extension or waiver will not affect Placees’ commitments as set out in this Appendix.

If: (i) any of the conditions are not fulfilled or (where permitted) waived by the Joint Brokers by the relevant time or date specified, or such later time or date the Joint Brokers may agree with the Company, being no later than (A) in relation to the Firm Placing and First Admission, 8.00 a.m. on 13 October 2026, and (B) in relation to the Conditional Placing and Second Admission, 8.00 a.m. on 28 October 2026; or (ii) the Placing Agreement is terminated in the circumstances specified below under “Right to terminate under the Placing Agreement”, the Placing will not proceed and the Placees’ rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

Neither of the Joint Brokers nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing (or any part of it), nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally (or any part of it), and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the relevant Joint Broker. Placees will have no rights against the relevant Joint Broker or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Right to terminate under the Placing Agreement

SCM Advisory is entitled at any time before (i) First Admission to terminate the Fundraising, and (ii) Second Admission to terminate the Conditional Placing and the WRAP Retail Offer, in each case by terminating the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things) in the event that:

1. any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become untrue, inaccurate or misleading in any respect, or any matter has arisen which would, if such document or announcement had been issued at that time, constitute an inaccuracy or omission from such document or announcement;

2. there has been a breach by the Company of any of its obligations, undertakings or covenants under the Placing Agreement which SCM Advisory considers is material;

3. there has been a breach by the Company of any of the warranties contained in the Placing Agreement or any of such warranties is not, or ceases to be, true, accurate and not misleading;

4. in the opinion of SCM Advisory (acting in good faith), there has been a Material Adverse Change;

5. a matter having arisen which is likely to give rise to an indemnity claim under the Placing Agreement which the SCM Advisory considers is material;

6. there has occurred, or in the opinion of SCM Advisory (acting in good faith) it is reasonably likely that there will occur, certain customary force majeure events;

7. notice has been given by SCM Advisory to the Company to terminate its role as Nominated Adviser or any matter arises which SCM Advisory considers (acting in good faith) may adversely affect its ability to perform its functions under the AIM Rules or the AIM Rules for Nominated Advisers or fulfil the obligations of a nominated adviser to the Company; or

8. the Company’s application for either First Admission or Second Admission (as applicable) is withdrawn or refused by the London Stock Exchange or, in the opinion of SCM Advisory (acting in good faith), will not be granted.

Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

Following First Admission, the Placing Agreement will not be capable of termination or rescission by any party to it in so far as it relates to the Placing of the Firm Placing Shares and, following Second Admission, the Placing Agreement will not be capable of termination or rescission by any party in so far as it relates to the Placing of the Conditional Placing Shares.

By participating in the Placing, each Placee agrees that (i) the exercise by the Joint Brokers or SCM Advisory (as the case may be) of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Joint Broker or SCM Advisory (as the case may be) and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under “Right to terminate under the Placing Agreement” and “Conditions of the Placing”, and its participation will not be capable of rescission or termination by it after oral confirmation by the relevant Joint Broker of the allocation and commitments following the close of the Bookbuild.

Venture Capital Trust (“VCT”) Schemes

The Company received an opinion from specialist tax advisers on 28 September 2026, stating that, based on information provided by the Company, and notwithstanding that many aspects of the VCT legislation are judgmental, that they expect that investments in Ordinary Shares in the Company by a VCT would be regarded as qualifying holdings for the purposes of Part 6 of the Income Tax Act 2007 and would be regarded as “eligible shares” as defined in section 285(3A) of that Act, provided that the investment by the VCT (including any existing investment in the Company) will not exceed 15% by value of its total investments at the date of the investment. If the Company carries on activities beyond those disclosed previously to HMRC, then shareholders may cease to qualify for these tax benefits. Investors must take their own advice and rely on it.

HMRC can no longer consider applications to receive advance assurance that a company is a qualifying company for the purposes of the Venture Capital Trust rules where the details of the potential qualifying holding are not given. The advice received by the Company does not guarantee the availability to any Placee of any form of relief under the relevant legislation for VCT schemes and there can be no certainty that VCT eligibility will apply.

The status of the EIS/VCT Placing Shares as a qualifying holding for VCT purposes will in any event be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership by the Company. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for VCT purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for VCT Relief are complex and relevant investors are recommended to seek their own professional advice before investing. This paragraph is without prejudice to any separate comfort letter which may have been given by the Company to certain VCT investors in connection with their investment.

Investors considering making a qualifying VCT investment are recommended to seek their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any shareholder who is in any doubt as to his taxation position under the VCT legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.

Enterprise Investment Scheme (“EIS”)

The Company has previously obtained clearance from HM Revenue & Customs (“HMRC”) that it is a qualifying company for the purposes of the Enterprise Investment Scheme (“EIS Advance Assurance”) and the business activities of the Company described to HMRC remain unchanged and the Company has not since acquired a business from any person.

The EIS Advance Assurance does not guarantee to any particular Placee the availability of any form of relief under the relevant legislation for the EIS. The EIS/VCT Placing Shares qualifying for EIS Relief will in any event be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for EIS purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for EIS Relief are complex and relevant investors are recommended to seek their own professional advice before investing. This paragraph is without prejudice to any separate comfort letter which may have been given by the Company to certain EIS investors in connection with the EIS/VCT Placing Shares.

Investors considering taking advantage of EIS Relief are recommended to seek their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any shareholder who is in any doubt as to his taxation position under the EIS legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.

Restriction on Further Issue of Shares

The Company has undertaken to the Joint Brokers that, between the date of the Placing Agreement and a period of 90 days from each of First Admission and Second Admission (as the case may be) (the “Restricted Period”), neither the Company nor any of its subsidiaries will, without the prior written consent of the Joint Brokers, directly or indirectly, offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so) provided that the foregoing restrictions shall not restrict the ability of the Company or any other member of the Group during the Restricted Period to grant options under, or the allotment and issue of shares pursuant to options under, any employee or non-executive share or option schemes or long term incentive plans of the Company (in accordance with its normal practice) or enter into any commitment or agreement or arrangement or knowingly do or permit to be done any other act or thing which, in any such case, constitutes a significant new matter which would give rise to any obligation to make any announcement to the London Stock Exchange or which may (other than as referred to in the Placing Documents) involve any increase in or obligation (whether contingent or otherwise) to allot any of the capital of the Company.

By participating in the Placing, Placees agree that the exercise by the Joint Brokers of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of the Joint Brokers and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BM8HZD43) following First Admission and Second Admission (as applicable) will take place within the system administered by Euroclear UK & International Limited (“CREST”), subject to certain exceptions. The Joint Brokers reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.

Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to the relevant Joint Broker and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Joint Broker.

The Company will deliver (or will procure the delivery of) the Placing Shares to a CREST account operated by each Joint Broker as agent for the Company and each Joint Broker will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of (i) the Firm Placing Shares will take place on 13 October 2026, and (ii) the Conditional Placing Shares will take place on 28 October 2026 (or, in each case, such later date as the Company and the Joint Brokers may agree in writing, being no later than 30 November 2026).

It is expected that the Firm Placing Shares will be allotted unconditionally to potential Placees on 13 October 2026 (or such later date as the Company and the Joint Brokers may agree in writing, being no later than 23 October 2026).

The allotment and issue of the Firm Placing Shares is not conditional upon the allotment and issue of the Conditional Placing Shares. However, it is conditional, inter alia, on:

1.      the performance by the Company of certain specified obligations under the Placing Agreement in so far as the same fall to be performed prior to completion of the Firm Placing;
2.     the Placing Agreement having been entered into and it having not been terminated prior to the issue of the Firm Placing Shares; and
3.      the satisfaction or, where appropriate, the waiver of all other conditions set out in the Placing Agreement relating to the issue of the Firm Placing Shares.

The Joint Brokers will use the Client Assets Sourcebook (“CASS”) delivery versus payment exemption (under CASS 6.1.12R and 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of shares and/or funds, in connection with the Placing.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Brokers may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for the relevant Joint Broker’s account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee’s behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee’s name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither of the Joint Brokers nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee’s behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Brokers (in their joint capacities as broker, bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following (save where the Joint Brokers expressly agree in writing to the contrary):

1.           it has read and understood this Announcement in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with First Admission, Second Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2.           it acknowledges and agrees that its acceptance of its participation in the Placing on the terms set out in this Announcement is legally binding, irrevocable and is not capable of termination or rescission by it in any circumstances;

3.           (a) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any Publicly Available Information; (b) the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with MAR and rules and regulations of the London Stock Exchange (including the AIM Rules) (collectively and together with the information referred to in (a) above, the “Exchange Information”) which includes a description of the Company’s business and the Company’s most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty; and (c) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;

4.           to be bound by the terms of the Articles of Association of the Company;

5.           the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither of the Joint Brokers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) (“Indemnified Taxes”). Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Joint Brokers and the Company on an after-tax basis in respect of any Indemnified Taxes;

6.           neither of the Joint Brokers nor any of their respective affiliates, agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;

7.           time is of the essence as regards its obligations under this Appendix;

8.           any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Brokers;

9.           it will not distribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not distributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person;

10.       it has not received (and will not receive) a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares and acknowledges that no prospectus or other offering document (a) is required under the POATR, the PRM or other applicable law; and (b) has been or will be prepared in connection with the Placing and, in particular, that the WRAP Retail Offer referred to in this Announcement is separate from the Placing and does not form part of any offer or agreement concerning the Placing and/or any Placing Shares;

11.       in connection with the Placing, each of the Joint Brokers and any of their respective affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to each of the Joint Brokers or any of their respective affiliates acting in such capacity;

12.       either of the Joint Brokers and their respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Broker and any of their respective affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;

13.       neither of the Joint Brokers intends to disclose the extent of any investment or transactions referred to in paragraphs 11 and 12 above otherwise than in accordance with any legal or regulatory obligation to do so;

14.       neither of the Joint Brokers owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

15.       its participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Brokers in connection with its participation in the Placing and that neither of the Joint Brokers has any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

16.       the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company (and such other persons specifically identified as accepting responsibility to certain parts thereto) and neither of the Joint Brokers nor any of their respective affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation, warranty or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee’s decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

17.       the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee’s right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 17), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;

18.       it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by either of the Joint Brokers nor the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;

19.       neither of the Joint Brokers or the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of the Joint Brokers or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;

20.       neither of the Joint Brokers nor the Company will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

21.       it may not rely, and has not relied, on any investigation that either of the Joint Brokers, any of their respective affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;

22.       in making any decision to subscribe for Placing Shares it:

1.        has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares;
2.        will not look to either of the Joint Brokers for all or part of any such loss it may suffer;
3.        is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing and has no need for liquidity with respect to its investment in the Placing Shares;
4.        is able to sustain a complete loss of an investment in the Placing Shares;
5.        has no need for liquidity with respect to its investment in the Placing Shares;
6.         is aware and understands that an investment in the Placing Shares involves a considerable degree of risk; and
7.        has had sufficient time and access to information to consider and conduct its own due diligence, examination, investigation and assessment with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has conducted its own due diligence, examination, investigation and assessment of the Company and Group, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

23.       it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations, warranties, undertakings and agreements contained in this Appendix;

24.       it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:

1.        duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and
2.        will remain liable to the Company and/or either of the Joint Brokers for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), and

agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

25.       it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in either of the Joint Brokers or the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

26.       where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;

27.       it irrevocably appoints any duly authorised officer of each of the Joint Brokers as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase for upon the terms of this Appendix;

28.       the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the Restricted Jurisdictions, or any state, province, territory or jurisdiction thereof;

29.       the Placing Shares may not be offered, sold, or delivered, directly or indirectly, in or into the Restricted Jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company or either of the Joint Brokers or any person acting on behalf of the Company or either of the Joint Brokers that would, or is intended to, permit a public offer of the Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

30.       no action has been or will be taken by any of the Company or either of the Joint Brokers or any person acting on behalf of the Company or either of the Joint Brokers that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

31.       unless otherwise specifically agreed with the Joint Brokers, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, New Zealand, Japan, the Republic of South Africa or any province or territory of Canada;

32.       it may be asked to disclose in writing or orally to either of the Joint Brokers:

1.        if he or she is an individual, his or her nationality; or
2.        if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

33.       it is and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be outside the United States and is acquiring the Placing Shares in an “offshore transaction” as defined in, and in accordance with, Regulation S under the US Securities Act;

34.       it has not been offered to purchase or subscribe for Placing Shares by means of any “directed selling efforts” as defined in Regulation S under the US Securities Act or by means of any “general solicitation” or “general advertising” within the meaning of Regulation D under the US Securities Act;

35.       it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold, pledged or delivered in or into or from the United States except pursuant to (i) an effective registration statement under the US Securities Act; or (ii) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and, in each case, in accordance with applicable United States state securities laws and regulations. No representation is being made as to the availability of any exemption under the US Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

36.       it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the US Securities Act;

37.       it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

38.       it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company (“PFIC”) for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor either of the Joint Brokers make any representation or warranty with respect to the same. Accordingly, neither the Company nor either of the Joint Brokers can provide any advice to United States investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor either of the Joint Brokers undertakes to provide to United States investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and United States investors and shareholders should not assume that this information will be made available to them;

39.       if it is within the United Kingdom, it is a Qualified Investor as defined in paragraph 15 of Schedule 1 of the POATR and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

40.       it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

41.       if it is a financial intermediary, as that term is used in the PRM, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of either of the Joint Brokers has been given to each proposed offer or resale;

42.       if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of “investment professionals” in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) (“High Net Worth Companies, Unincorporated Associations, etc”) of the Order, or (iii) to whom it may otherwise lawfully be communicated;

43.       if in the United Kingdom, unless otherwise agreed by the Joint Brokers, it is a “professional client” or an “eligible counterparty” within the meaning of Chapter 3 of COBS and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

44.       it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

45.       it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by either of the Joint Brokers in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

46.       it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and MAR) in respect of anything done in, from or otherwise involving, the United Kingdom;

47.       if it is a pension fund or investment company, its subscription for/purchase of Placing Shares is in full compliance with applicable laws and regulations;

48.       it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the “Regulations”) and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

49.       in order to ensure compliance with the Regulations, each of the Joint Brokers (for itself and as agent on behalf of the Company) or the Company’s registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Joint Brokers or the Company’s registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Joint Brokers’ absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Joint Brokers or the Company’s registrars’, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify the Joint Brokers (for itself and as agent on behalf of the Company) or the Company’s registrars have not received evidence satisfactory to them, either of the Joint Brokers and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee’s bank from which they were originally debited. Each Placee agrees to hold harmless and indemnify on an after-tax basis the Joint Brokers and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such evidence or information as has been requested has not been provided by it in a timely manner;

50.       the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

51.       it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as either of the Joint Brokers may in their discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee’s Placing Shares;

52.       any money held in an account with Singer Capital Markets or Oberon on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the relevant Joint Broker’s money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

53.       its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Joint Brokers or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

54.       neither of the Joint Brokers nor any of their respective affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and neither Joint Broker is acting for it or its clients, and that neither Joint Broker will not be responsible for providing the protections afforded to its customers or for providing advice in respect of the transactions described in this Announcement;

55.       it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company’s or either of the Joint Brokers’ conduct of the Placing;

56.       if it has received any ‘inside information’ (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:

1.        used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company’s securities or any such financial instruments;
2.        used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company’s securities or such financial instruments; or
3.        disclosed such information to any person, prior to the information being made publicly available;

57.       the rights and remedies of the Company and the Joint Brokers under the terms and conditions in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others;

58.       these terms and conditions of the Placing and any agreements entered into by it pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non- contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or either of the Joint Brokers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

59.       it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

60.       it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

61.       if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

62.       that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

63.       it undertakes to each of the Joint Brokers at the time of making its commitment to subscribe for Placing Shares that it will confirm in writing to the relevant Joint Broker in the form of confirmation sent by the relevant Joint Broker to Placees the number of Placing Shares and it intends to subscribe for and in respect of which VCT Relief or EIS Relief will be sought (or which will otherwise comprise Relevant Funding) and those Placing Shares in respect of which such relief will not be sought (or which will otherwise not comprise Relevant Funding);

64.       it confirms that any of its clients, whether or not identified to either of the Joint Brokers or any of their respective affiliates, will remain its sole responsibility and will not become clients of the relevant Joint Broker or any of their respective affiliates for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

65.       that, as far as it is aware it is not acting in concert (within the meaning given in the City Code) with any other person in relation to the Company;

66.       that, if they are an existing shareholder of Ordinary Shares in the Company, they will not be eligible for EIS Relief in respect of any Placing Shares applied for by them;

67.       it has not done, and will not do, anything in relation to the Placing which has resulted in or could result in any person being required to publish a prospectus in relation to the Company or to any Placing Shares in accordance with FSMA or the Prospectus Regulation or in accordance with any laws applicable in any part of the European Union or the EEA;

68.       it agrees that the exercise of any right of termination by SCM Advisory or any right of waiver exercisable by the Joint Brokers contained in the Placing Agreement or the exercise of any discretion thereunder is within the absolute discretion of the Joint Brokers and SCM Advisory and the Joint Brokers and SCM Advisory will not have any liability to it whatsoever in connection with any decision to exercise or not exercise any such rights. Each Placee acknowledges that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived); or (ii) the Placing Agreement is terminated; or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and its rights and obligations hereunder shall cease and determine at such time and no claim shall be made by it in respect thereof; and

69.       a communication that the Placing or the book is “covered” (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by the Joint Brokers. The Joint Brokers each reserve the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company’s objectives, UK MiFID II requirements and/or its allocation policies.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well the Joint Brokers and are irrevocable. The Joint Brokers and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings.

Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Joint Brokers to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

By participating in the Placing, each Placee (and any person acting on such Placee’s behalf) agrees to indemnify on an after-tax basis and hold the Company, the Joint Brokers and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee’s behalf) in this Appendix or incurred by the Joint Brokers, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees’ obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The Placing Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

Singer Capital Markets Securities Limited and Oberon Capital, a trading name of Oberon Investments Limited, are each authorised and regulated by the FCA in the United Kingdom and are acting as joint brokers and joint bookrunners exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Taxation

The agreement to allot and issue certain of the Placing Shares by the Company to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.

There should be no liability to stamp duty or SDRT arising on the allotment of the Placing Shares by the Company. The registration of and the issue of definitive share certificates to holders of Ordinary Shares should not give rise to any liability to stamp duty or SDRT.

In addition, neither UK stamp duty nor SDRT should arise on the transfers/sale of Ordinary Shares on AIM (including instruments transferring Ordinary Shares and agreements to transfer Ordinary Shares).

Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor the Joint Brokers will be responsible and the Placees shall indemnify the Company and each of the Joint Brokers on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or either of the Joint Brokers in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the relevant Joint Broker accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and the Joint Brokers are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the relevant Joint Broker and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold each of the Joint Brokers and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.

All times and dates in this Announcement (including this Appendix to the Announcement) may be subject to amendment. The Joint Brokers shall notify the Placees and any person acting on behalf of the Placees of any changes.

APPENDIX II

DEFINITIONS

“after-tax basis”	means in relation to any payment made to the Company, the Joint Brokers or each of their respective affiliates, agents, directors, officers and employees in accordance with Appendix I, that such payment shall be calculated in such a manner as will ensure that, after taking into account: (i) any tax required to be deducted or withheld from the payment; (ii) the amount and timing of any additional tax which becomes payable by the recipient as a result of the payments being subject to tax in the hands of the recipient of the payment; and (iii) the amount and timing of any tax benefit which is obtained by the recipient of the payment to the extent that such tax benefit is attributable to the matter giving rise to the payment or to the entitlement to, or receipt of, the payment, or to any tax required to be deducted or withheld from the payment, the recipient of the payment is in the same after-tax position as that in which it would have been if the matter giving rise to the payment had not occurred;
“AIM”	the market of that name operated by the London Stock Exchange;
“AIM Rules”	the AIM Rules for Companies published and amended from time to time by the London Stock Exchange;
AIM Rules for Nominated Advisers	the AIM Rules for Nominated Advisers published by the London Stock Exchange as amended from time to time;
“Announcement”	this Announcement, including the appendices and the terms and conditions of the Placing set out in Appendix I;
“Articles of Association” or “Articles”	the articles of association of the Company;
“Bookbuild”	the bookbuilding process to be conducted by the Joint Brokers to arrange participation by Placees in the Placing;
“Certificated” or in “Certificated form”	in respect of a share or other security, where that share or other security is not in uncertificated form (that is, not in CREST);
“City Code”	The City Code on Takeovers and Mergers;
“COBS”	the FCA Handbook Conduct of Business Sourcebook;
“Company” or “Verici Dx”	Verici Dx Plc a company registered in England and Wales with registered number 12567827 and having its registered office at Avon House, 19 Stanwell Road, Penarth, Cardiff, United Kingdom, CF64 2EZ;
“Conditional EIS/VCT Placing Shares”	means the new Ordinary Shares to be allotted and issued by the Company at the Placing Price to those Placees comprising certain venture capital trusts and other investors seeking to qualify for relief from UK tax under Part 5 or Part 6 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein, pursuant to the Conditional Placing
“Conditional Non-EIS/VCT Placing Shares”	means the new Ordinary Shares to be allotted and issued by the Company to Placees pursuant to the Conditional Placing that are not Conditional EIS/VCT Placing Shares,
“Conditional Placing”	means the proposed placing of the Conditional Placing Shares by the Joint Brokers with Placees;
“Conditional Placing Long Stop Date”	means 8.00 a.m. on 30 November 2026;
“Conditional Placing Shares”	means the number of Conditional EIS/VCT Placing Shares and Conditional Non-EIS/VCT Placing Shares to be allotted and issued by the Company pursuant to the Conditional Placing, conditional on the Fundraising Resolutions being passed, at the Placing Price to Placees
“CREST”	the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations;
“CREST Regulations”	the Uncertificated Securities Regulations 2001 (SI 2001/3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations; and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;
“Directors” or “Board”	the directors of the Company for the time being, together being the board of directors;
“EEA”	European Economic Area;
“EIS Relief”	relief from UK tax under Part 5 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein;
“EIS/VCT Placing Shares”	means the Firm EIS/VCT Placing Shares and the Conditional EIS/VCT Placing Shares;
“EU Prospectus Regulation”	means Regulation (EU) 2017/1129 (as amended and supplemented from time to time);
“Euroclear”	Euroclear UK & International Limited, the operator of CREST;
“FCA”	the UK Financial Conduct Authority;
“Firm EIS/VCT Placing Shares”	means the new Ordinary Shares to be issued by the Company at the Placing Price to those Placees comprising certain venture capital trusts and other investors seeking to qualify for relief from UK tax under Part 5 or Part 6 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein pursuant to the Firm Placing, in the number to be agreed between the Joint Brokers and the Company following completion of the Bookbuild;
“Firm Non-EIS/VCT Placing Shares”	means the new Ordinary Shares to be allotted and issued by the Company to Placees pursuant to the Firm Placing that are not Firm EIS/VCT Placing Shares, which are proposed to be admitted to trading on AIM on First Admission;
“Firm Placing”	means the proposed placing of Firm Placing Shares by the Joint Brokers with Placees, such Firm Placing Shares to be allotted on a non-pre-emptive basis for cash within the Company’s existing shareholder authorities as passed at the Company’s general meeting held on 22 June 2026 and annual general meeting held on 28 July 2026;
“Firm Placing Long Stop Date”	means 8.00 a.m. on 23 October 2026;
“Firm Placing Shares”	means the number of Firm EIS/VCT Placing Shares and Firm Non-EIS/VCT Placing Shares to be allotted and issued by the Company to Placees pursuant to the Firm Placing in accordance with the terms of this Agreement
“First Admission”	admission of the Firm Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
“First Application”	means the application to be made by (or on behalf of the Company) to the London Stock Exchange for First Admission in accordance with Rule 5 of, and in the form specified by, the AIM Rules;
“FSMA”	the Financial Services and Markets Act 2000, as amended;
“Fundraising”	the Placing and the WRAP Retail Offer;
“Fundraising Resolutions”	means resolutions set out in the Notice of General Meeting to be proposed at the General Meeting, which include the granting of authority to the Directors to allot and issue the Placing Shares and the WRAP Retail Offer Shares on a non-pre-emptive basis;
“General Meeting”	means the general meeting of the shareholders of the Company to be held on or around 27 October 2026 at which the resolutions are to be considered and, if thought appropriate, approved to give all necessary authorities to the Company to enable the Fundraising to occur;
“Group”	the Company and its subsidiary undertakings (and “Group Company” shall be construed accordingly);
“Issue Price”	0.2 pence per new Ordinary Share;
“Joint Brokers”	Singer Capital Markets and Oberon Capital;
“London Stock Exchange”	London Stock Exchange plc;
“MAR”	means the EU Market Abuse Regulation (EU) 596/2014 and all delegated or implementing regulations relating to that Regulation as amended and transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018, as amended;
“Material Adverse Change”	has the meaning given to such term in the Placing Agreement;
“Nominated Adviser”	has the meaning given to the expression “nominated adviser” in the AIM Rules;
“Notice of General Meeting”	means the notice convening the General Meeting;
“Oberon” or “Oberon Capital”	Oberon Investments Limited, trading as Oberon Capital;
“Ordinary Shares”	ordinary shares of £0.001 each in the capital of the Company;
“Placees”	persons who agree to subscribe for Placing Shares at the Issue Price;
“Placing”	the placing by the Joint Brokers as agents of the Company of the Placing Shares at the Issue Price in accordance with the Placing Agreement comprising the Firm Placing and the Conditional Placing;
“Placing Agreement”	the agreement dated 8 October 2026 between the Company, SCM Advisory and the Joint Brokers relating to the Placing;
“Placing Documents”	this Announcement and the Placing Results Announcement;
“Placing Price”	means 0.2 pence per Ordinary Share;
“Placing Results Announcement”	the announcement of the result of the Placing;
“Placing Shares”	the Firm Placing Shares and the Conditional Placing Shares expected to be issued pursuant to the Placing;
“POATR”	the Public Offers and Admissions to Trading Regulations 2024 (as amended from time to time);
“PRM”	the Prospectus Regulation: Admissions to Trading on a Regulated Market sourcebook of the FCA (as amended from time to time);
“Publicly Available Information”	any information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement;
“Regulatory Information Service”	the meaning given to it in the AIM Rules;
“Relevant Funding”	means any funding received pursuant to an investment, loan or grant from any investor who: (i) is a venture capital trust (as defined in Part 6 of the Income Tax Act 2007); or (ii) has claimed, or is intending to claim, tax relief on that investment under the Seed Enterprise Investment Scheme (under Part 5A of the Income Tax Act 2007) or the Enterprise Investment Scheme (under Part 5 of the Income Tax Act 2007);
“Restricted Jurisdictions”	has the meaning given to it in Appendix I to this Announcement;
“Retail Investors”	existing retail shareholders of the Company who are resident in the United Kingdom who agree conditionally to subscribe for WRAP Retail Offer Shares in the WRAP Retail Offer;
“Second Admission”	means the admission to trading on AIM of the Conditional Placing Shares and the WRAP Retail Offer Shares (if any) in accordance with the AIM Rules for Companies, and any reference in this agreement to Second Admission “becoming effective” is to be construed in accordance with rule 6 of the AIM Rules;
“Second Application”	means the application to be made by (or on behalf of the Company) to the London Stock Exchange for the Second Admission in accordance with Rule 5 of, and in the form specified by, the AIM Rules;
“SCM Advisory”	Singer Capital Markets Advisory LLP;
“SDRT”	Stamp Duty Reserve Tax;
“shareholders”	holders of Ordinary Shares;
“Singer Capital Markets”	Singer Capital Markets Securities Limited;
“subsidiary” or “subsidiary undertaking”	have the meaning given to such term in the Companies Act 2006;
“Terms of Placing”	has the meaning given to it in Appendix I to this Announcement;
“UK” or “United Kingdom”	the United Kingdom of Great Britain and Northern Ireland;
“UK MiFID II”	means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended;
“Uncertificated” or “in uncertificated form”	in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations may be transferred by means of CREST;
“US Securities Act”	the US Securities Act of 1933, as amended;
“VCT Relief”	relief from UK tax under Part 6 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein;
“WRAP Retail Offer”	the proposed conditional offer of Ordinary Shares, through intermediaries, to retail Investors in the United Kingdom and Retail Investors (anticipated to be announced shortly following the release of this Announcement); and
“WRAP Retail Offer Shares”	any Ordinary Shares to be issued by the Company under the terms of the WRAP Retail Offer.

 

END